Defined Learning Terms of Use

(A) Use of the Website

(a) The website (hereinafter "Website")
is owned and operated by Defined Learning,. Unless otherwise indicated,
the content, format and imagery of the Website are copyrighted under
the laws of the United States by Defined Learning, and are protected by
worldwide copyright laws and treaty provisions. Unauthorized
duplication is a violation of law. The content, format and imagery of
the Website may not be copied, published, broadcast, distributed,
reproduced or transmitted in any way. You may not use the Website or
any materials on the Website in any commercial or for-profit manner.(b)
For purposes of this Agreement, the use of any materials from the
Website on any other website or computer environment is prohibited
without the express written consent of Defined Learning For the purpose
of the Terms of Use the term "Subscriber" shall apply to those users of
the Website who are registered subscribers that have a valid user name
and password for accessing the Website and the material on the Website.

(B) Confidentiality
In consideration of the Website and any services provided by Defined
Learning in connection therewith (hereafter, the "Service"),
Subscribers agree to: keep their user name and password confidential.
Each Subscriber is responsible for maintaining the security and
confidentiality of all log-In information, including user name and
password information.
(C) Use of the Material
Defined Learning reserves the right, in its sole discretion, to limit
any SubscriberÕs use of the Website in the event that Defined Learning,
in its sole discretion, deems such SubscriberÕs use of the Website to
be inconsistent with noncommercial, educational purposes and/or
inconsistent with the Terms of Use.

(a) The Website and the images, audio
files and video files on the Website ("Material") are owned or licensed
by Defined Learning and are protected by United States and
international copyright, trademark and other intellectual property
laws. Subscriber does not gain any type of ownership interest in the
Website or the Material by using the Website or the Material.(b)
Subscriber may download, solely in connection with noncommercial
educational use, copies of the Material designated on the Website as
"Downloadable." Copies of downloaded Material must be deleted or erased
after use or expiration of the Term, whichever occurs first. Any and
all downloading shall be for individual Subscriber convenience only,
and Subscribers may not (i) systematically download any of the
Material; (ii) create distribution libraries from the Material; or
(iii) sell, rent, display, exhibit or otherwise transfer any of the
Material to any third party outside of the SubscriberÕs classroom.(c)
In the course of using any Material as permitted hereunder, Subscriber
may not make the Material, or any part thereof, available to any party
who is not a Subscriber, except as permitted herein. Subscriber must
ensure that the Material is at all times kept on a secure server,
viewable only by Subscribers. If Subscriber wishes to use a third party
to host the Material, Defined Learning must pre-approve the use of such
proposed host in writing prior to use of the proposed host. Defined
Learning shall have the right to approve the terms of the proposed
agreement between the proposed host and Subscriber. Except as expressly
set forth herein, Subscriber may not:

(i) copy, modify, transmit, perform,
create derivative works of, publish, sub-license, or otherwise share
the Website, the Material, or any portion thereof;
(ii) disassemble, reverse engineer or decompile the Website or any
portion thereof;
(iii) use any "deep-link", "page-scrape", "robot", "spider," "offline
readers," or any equivalent manual process, to access or monitor any
portion of the Website;
(iv) collect any personally identifiable information, including user
names or passwords, from the Website;
(v) take any actions that may circumvent, disable or damage the
Website's security;
(vi) use the Material in a manner that disparages the Website, Defined
Learning, or the Material; or
(vii) use the Material or Website in any manner that Defined Learning
may, in its sole and exclusive discretion, deem inappropriate.

(d) Subscriber understands and agrees that the Website and the Material
possess a unique character that makes it difficult to assess the
monetary damages that would be sustained as a result of unauthorized
use of the Website or Material. Subscriber understands and agrees that
unauthorized use may cause immediate and irreparable damage to Defined
Learning for which Defined Learning would not have an adequate remedy
at law. Therefore, Subscriber agrees that, in the event of such
unauthorized use, in addition to such other legal and equitable rights
and remedies that may be available to Defined Learning, shall be
entitled to injunctive and other equitable relief without the necessity
of proving damages or furnishing a bond or other security.

(D) Actions as a Subscriber
Subscriber acknowledge and understand that all information, data, text,
software, music, sound, photographs, graphics, video, messages, content
or other submissions ("Submission"), whether publicly posted or
privately transmitted, are the sole responsibility of the person from
which such Materials originated.

(a) Subscriber agree not to use the
Website to:

(i) upload, post, email or otherwise
transmit any Submission that is unlawful, harmful, threatening,
abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous,
invasive of another's privacy, hateful whether sexually, racially or
ethnically, or otherwise objectionable;
(ii) harm minors in any way;
(iii) impersonate any person or entity, including, but not limited to,
any law enforcement officer, or any Defined Learning official, forum
leader, guide or host, or falsely state or otherwise misrepresent your
affiliation with a person or entity;
(iv) forge headers or otherwise manipulate identifiers in order to
disguise the origin of any Submission transmitted through the Website;
(v) upload, post, email or otherwise transmit any Submission that you
do not have a right to transmit under any law or under contractual or
fiduciary relationship (such as inside information, proprietary and
confidential information learned or disclosed as part of an employment
relationship or under any nondisclosure agreement);
(vi) upload, post, email or otherwise transmit any Submission that
infringes, contributes to the infringement of, or induces others to
infringe, any patent, trademark, trade secret, copyright or other
proprietary rights of any party;
(vii) upload, post, email or otherwise transmit any unsolicited or
unauthorized advertising, promotional materials, "junk mail," "spam,"
"chain letters," "pyramid schemes," or any other form of solicitation.
(viii) upload, post, email or otherwise transmit anything that contains
software viruses or any other computer code, files or programs designed
to interrupt, destroy or limit the functionality of any computer
software or hardware or telecommunications equipment or in any other
way cause damage to a user's data against the will of the user;
(ix) disrupt the normal flow of dialogue, cause a screen to "scroll"
faster than other users of the Website are able to type, or otherwise
act in a manner that negatively affects other users' ability to engage
in real-time exchanges; interfere with or disrupt the Website or
servers or networks connected to the Website, or disobey any
requirements, procedures, policies or regulations of networks connected
to the Website; intentionally or unintentionally violate any applicable
local, state, national or international law, any rules of any national
or other securities exchange, and any regulations having the force of
law;
(x) "stalk" or otherwise harass another; or collect or store personal
data about other users.
(xi) Subscriber acknowledges that Defined Learning and anyone it
designates shall have the right, but not the obligation, in their sole
discretion to move or refuse to move any Submission that is available
via the Website. Without limiting the foregoing, Defined Learning and
anyone it designates shall have the right to remove any Submission that
violates these terms of use or are otherwise objectionable. You agree
that you must evaluate, and bear all risks associated with, the use of
any Submission, including any reliance on the accuracy, completeness,
or usefulness of such Submission. In this regard, you acknowledge that
you may not rely on any Content

(1) created by Defined
Learning or on the Website, or
(2) submitted to Defined Learning or the Website,
including without limitation information in any Defined Learning
bulletin boards and in all other parts of the Website.

(b) Subscriber acknowledges and agree that Defined Learning and the
Website may preserve any Submission and may also disclose any
Submission if required to do so by law or in the good faith belief that
such preservation or disclosure is reasonably necessary to:

(i) comply with legal process;
(ii) enforce these terms of service;
(iii) respond to claims that any Content violate the rights of
third-parties; or
(iv) protect the rights, property, or personal safety of Defined
Learning and the Website, its users and the public.

(c) Subscriber understands that the
technical processing and transmission of the Website, including your
Submission, may involve

(i) transmissions over various
networks; and
(ii) changes to conform and adapt to technical requirements of various
networks or devices to which the Website is connected.

(d) The Website contains robot exclusion headers and you agree that you
will not use any robot, spider, other automatic device, or manual
process to monitor or copy our web pages or the content contained
herein without our prior expressed written permission. You agree that
you will not use any device, software or routine to bypass our robot
exclusion headers, or to interfere or attempt to interfere with the
proper working of the Defined Learning site or any activities conducted
on our site. You agree that you will not take any action that imposes
an unreasonable or disproportionately large load on our infrastructure.
Much of the information on our site is updated on a real time basis and
is proprietary or is licensed to Defined Learning or its vendors or
third parties. You agree that you will not copy, reproduce, alter,
modify, create derivative works, or publicly display any content from
the Website without the prior expressed written permission of Defined
Learning, or the appropriate third party.

(E) Correction of Errors and Inaccuracies
The content of the Website, including but not limited to text,
availability and descriptions may contain errors or inaccuracies, and
may not be complete or current. Defined Learning reserves the right to
correct any errors, inaccuracies or omissions and to change or update
information at any time without prior notice. We apologize for any
inconvenience this may cause you.
(F) Termination
If in the event a user or users infringes on any third party's rights,
or engage in conduct that is illegal, tortuous or that interferes with
the technological operation of this site, this Agreement is subject to
termination by either party thirty (30) days after notification by
letter prior to the end of the then-current contract year. If by the
end of the 30 day period the conduct, infringement, or activity is
rectified agreement will not be terminated. However, if conduct,
infringement, or activity persists this agreement will be terminated
and Subscriber must destroy all Materials obtained from Defined
Learning or the Website and all copies thereof.
(G) Disclaimer
Defined Learning MAKES, AND THE WEBSITE INCLUDES, NO REPRESENTATIONS OR
WARRANTIES WITH RESPECT TO Defined Learning OR THE CONTENTS OF THE
WEBSITE, INCLUDING THE MATERIAL, WHICH ARE PROVIDED FOR USE "AS IS" AND
"AS AVAILABLE." Defined Learning AND THE WEBSITE DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, WITH RESPECT TO Defined Learning AND THE WEBSITE AND ANY WEB
SITE WITH WHICH IT IS LINKED OR CONTENT PROVIDED BY SUPPLIERS TO THE
WEBSITE. Defined Learning DOES NOT
WARRANT THE FUNCTIONS, INFORMATION OR LINKS CONTAINED ON OR THE WEBSITE
OR THAT ITS CONTENTS WILL MEET YOUR REQUIREMENTS, THAT Defined Learning
OR THE WEBSITE, OR ITS CONTENTS, ARE FIT FOR ANY PARTICULAR PURPOSE OR
THAT THE OPERATION OF THE WEBSITE OR ITS CONTENTS, WILL BE
UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT
THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES,
WORMS, TROJAN HORSES, CANCELBOTS OR OTHER HARMFUL COMPONENTS. Defined
Learning DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE
OR THE RESULTS OF THE USE OF THE MATERIALS ON THE WEBSITE IN TERMS OF
THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT
Defined Learning OR THE WEBSITE) ASSUME THE ENTIRE COST OF ALL
NECESSARY SERVICING, REPAIR OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW
THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT
APPLY TO YOU.
(H) Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE,
SHALL Defined Learning OR THE WEBSITE BE LIABLE FOR ANY SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE
INABILITY TO USE, THE MATERIALS ON THE WEBSITE, EVEN IF Defined
Learning, OR AN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN
NO EVENT SHALL Defined Learning'S TOTAL LIABILITY TO YOU FOR ALL
DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, OR NOT
(INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE
AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WEBSITE. UNDER NO
CIRCUMSTANCES SHALL Defined Learning BE RESPONSIBLE FOR ANY DAMAGES
RELATED TO VIRUS INFECTION AND THE RESULTING CORRUPTION, DESTRUCTION,
OR ALTERATION OF A USER OR SUPPLIER'S SYSTEM (INCLUDING FILES, SOFTWARE
AND HARDWARE LOCATED ON THEIR SYSTEMS).

(I) Jurisdiction and Export
The Website is controlled and operated by Defined Learning from its
office in Deerfield, IL, United States of America. Defined Learning and
the Website make no representation that materials on the Website are
appropriate or available for use in other locations. Those who choose
to access the Website from other locations do so on their own
initiative and are responsible for compliance with local laws, if and
to the extent local laws are applicable. Data from this site is further
subject to United States export controls. No software from Defined
Learning or the Website may be downloaded or otherwise exported or
re-exported into (or to a national or resident of (i) Cuba, Iran, Iraq,
Libya, North Korea, Syria or any other country to which the United
States has embargoed goods; or (ii) to anyone on the U.S. Treasury
Department's list of Specially Designated Nationals or the U.S.
Commerce Department's Table of Deny Orders. By downloading or using the
Data, you represent and warrant that you are not located in, under the
control of, or a national or resident of any such country or on any
such list.